AI terms of use

(If applicable)

Effective: November 1, 2025

These Artificial Intelligence Terms (“AI Terms”) are hereby incorporated by reference into and made part of the document (as hereinafter defined) between Kyriba Corp. and/or its affiliates and subsidiaries (collectively “Kyriba”), and the other party named in the Agreement (“Customer”). Both Kyriba and Customer are referred to individually herein as a “Party” and jointly referred to as the “Parties”.

Scope

These terms only to the extent that Customer subscribes to and uses the AI Feature(s)(defined below). For clarity, any AI Features are optional components and functionalities of Kyriba’s Online Cloud Services (“SaaS Services”) and do not form part of Kyriba’s core treasury functionalities. The Customer may elect, at its sole discretion, whether or not to enable or utilize such features.

The AI Terms are subject to the terms and conditions signed between the Parties governing Customer’s subscription and use of the SaaS Services (the “Agreement”).

Notwithstanding anything to the contrary in the Agreement, in the event of a conflict between these AI Terms and any other terms in the Agreement, these AI Terms control, solely with respect to the AI Feature.

Definitions

"AI Feature" means any Kyriba AI feature, functionality, or component of the Services that incorporates, uses, depends on, or employs any AI Technology or other machine learning, including but not limited to Kyriba’s use cases for AI/ML within Kyriba’s Online Cloud Services focused on treasury functions including but not limited to TAI agent, cash forecasting, payments fraud detection, and working capital optimization.

"AI Technology”- means all machine learning, including Large Language models, artificial intelligence tools or methodologies, all software implementations of any of the foregoing, capable of generating various types of content based on user-supplied prompts.

“Input” - means Customer information, data, materials, text, prompts, images, or other content that is input, entered, uploaded, or otherwise provided or made available by Customer for processing by or through an AI Feature, including but not limited to, Customer prompts, data and documents obtained from the Customer environment through mechanisms including data capture, mcp/api, database retrieval from a Customer's environment.

“Output”- means all data, results, content, or other material generated by the AI Feature based on the inputs. information, data, materials, text, expressions, predictions or other content generated or otherwise output from an AI Feature in response to Input or from use of an AI Feature by the Customer.

Compliance with Applicable Laws.

Kyriba shall provide oversight of and adhere to applicable laws and regulations relating to Artificial Intelligence (“AI”) and Machine Learning (“ML”), (such applicable laws and regulations collectively, “AI Oversight”). AI Oversight will include (a) development and implementation of AI/ML in a way that promotes transparency in the generation of any Outputs; (b) management oversight of use or implementation of AI/ML; and (c) maintain appropriate technical and organizational measures to ensure that Customer Data is segregated from Kyriba’s other data sources used in AI/ML

Disclaimers

Customer acknowledges that the AI Features may generate Output that is imprecise, incomplete or otherwise unreliable. Kyriba makes no warranty regarding the accuracy, the completeness or reliability of any Output. Customer remains solely responsible for reviewing Output and validating its accuracy, completeness and usefulness prior to any use or disclosure. Kyriba waives all liability and accepts no responsibility arising from, or connected with, the Customer's or User's use of the content generated using AI.

Special Restrictions on Use of the AI Features

Without limiting any restrictions on use of the SaaS Services in the Agreement, Customer will not and will not permit its Users to:

• Generate content related to illegal activities, hate speech, violence, discrimination.

• Use copyrighted material of third-parties as Input and do not use the AI Features to create content that infringes on others' intellectual property rights.

• Enter Personally Identifiable Information (PII), or sensitive data (as defined by applicable Privacy Law) into the AI Features.

• Use the AI Features for personal, non-commercial purposes inconsistent with the software's intended function

• Use the AI Features to train or develop competing AI models or services.

• Attempt to reverse engineer, decompile, or otherwise discover the source code of the AI models.

Data Rights and Training

Customer acknowledges and agrees that Kyriba may use Input, and Output, and related data generated through the use of AI Features solely as necessary for: (a) compliance with legal and regulatory obligations, (b) providing the Customer with support and maintenance, and (c) conducting research and development to ensure the selected AI Features and orchestration are functioning effectively and behaving as intended. For clarity, Kyriba’s ability to provide support and maintenance for the AI Features is contingent upon having access to this data.

Inputs and Outputs will not be used for training or any other AI product and no Customer Data will be disclosed to any third-parties.

Kyriba acts as a data processor with respect to any Personal Data included in Inputs or Outputs and shall process such data solely on behalf of and in accordance with Kyriba’s Data Processing Agreement.

All such data will be handled in accordance with the confidentiality, privacy, and security provisions of these AI Terms, the Agreement and applicable Law.

Ownership of AI Features and AI Technology

Kyriba retains all intellectual property rights to the AI Features and underlying AI Technology and any modifications or improvements made through the use of AI Features.

Ownership of Outputs

Except as otherwise provided in these AI Terms, Customer retains all right, title, and interest in and to the Outputs generated through its use of the AI Features, subject to Kyriba’s underlying rights in the AI Features and AI Technology. For clarity, nothing in these AI Terms grants Kyriba any ownership rights in the Outputs, and Kyriba’s use of Outputs shall be limited to the purposes described in the “Data Rights and Training” section above. Customer’s ownership of Outputs does not relieve Customer of its responsibility to review and validate such Outputs for accuracy, completeness and usefulness prior to any use or disclosure. Notwithstanding the foregoing, to the extent any portion of Outputs references Kyriba’s intellectual property, such portions shall remain Kyriba’s exclusive property unless sufficiently transformed so as to no longer be identifiable as Kyriba intellectual property.

Indemnification

Customer agrees to indemnify, defend, and hold harmless Kyriba from any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to Customer's use of the AI Features or reliance on Outputs and any third party claim of infringement made related to Outputs.

Miscellaneous

Except as expressly modified herein, all terms and conditions of the Agreement, including but not limited to those relating to limitation of liability, disclaimers, governing law, shall apply in full to Customer’s use of the AI Features. No modification of these Terms shall be valid and binding unless made in writing and then only if such modification expressly states that such modification applies to the Terms.